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Some of the harshest criticism of the compensation levels at Shaw Communications Inc. come from the chairman of the company that is its largest holder of Class B shares.

Stephen Jarislowsky, the 86-year-old chairman and founder of investment firm Jarislowsky Fraser Ltd. of Montreal, said in a recent interview that he finds the salary, bonus and pension amounts allocated to Shaw’s executive team excessive and wasteful.

In 2011, the top five earners at Shaw, including three members of the Shaw family, were paid a total of $75.8 million, according to the Calgary Herald’s annual compensation survey.

Jim Shaw, who retired as chief executive less than two months into Shaw’s fiscal year, was the highest paid executive in the survey with total compensation of $26.7 million.

At age 54, he also started receiving his $6 million per year company pension during fiscal 2011.

“I think you can get pretty good executives for a lot less money,” Jarislowsky said, adding he rejects arguments from Shaw’s compensation committee that it pays based on comparisons with similar companies.

“I don’t think the comparison on size has anything to do with it. I think if there’s a good human resources committee and they didn’t have the special shares, they wouldn’t be paying that kind of money.”

Shaw has a dual-class share structure, with the family and other insiders controlling the voting shares. Jarislowsky Fraser is a longtime investor and currently owns about six per cent of the non-voting B shares.

The shareholder activist, who was one of the founding members of the Canadian Coalition for Good Governance and recently helped pen a policy paper on compensation for the Institute for the Governance of Private and Public Organizations in Quebec, said he doesn’t buy Shaw’s pay-to-retain argument.

“That is a joke. There is no issue at all (at Shaw),” he said.

“Unless you believe the family are the most efficient in the world, that you can’t find any better executives.”

The policy paper released in May includes several controversial recommendations, including the gradual elimination of stock options for employees and setting executive pay as a multiple of what other employees in the company make instead of in comparison with executives at similar companies.

In its annual information form, Shaw says its executives deserve their compensation levels because of their performance.

“Over the past five years, revenues and operating income before amortization have increased by over $2.3 billion and $950 million, respectively,” the company states.

“This represents revenue growth of 93 per cent and operating income before amortization growth of 88 per cent. Over the same time period, FCF (free cash flow) has totalled over $2.4 billion and the majority of this capital has been returned to shareholders in the form of dividend payments and share repurchases.”

Laura O’Neill, director of law and policy for SHARE, the Shareholder Association for Research and Education, which acts as a proxy adviser for large investors, wouldn’t talk about specific companies but said her organization doesn’t like dual-class share structures.

“We’re not enamoured of them,” she said.

“We’d really like to see ... the TSX simply sunset these things and say, within a few years, we have to get to a one-share-one-vote structure for publicly listed companies.

“It just doesn’t make sense. The rationale in favour of dual-class doesn’t cut it with us.”

Gary Hawton, president of Meritas SRI Funds, an arm of OceanRock Investments that specializes in socially responsible investing, said there is no perfect compensation number but pay must be tied to performance.

“I think if companies get the formula correct and it shows the executive is rewarded for doing a good job — not just a good job financially, but financially, environmentally, socially and on governance — and, if they’re not doing a good job, the needle swings just as far the other direction, then maybe as shareholders and stakeholders we can say the reward is reasonable.”

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